11-14-01 1. INDENTURE OF TRUST - Laserfiche WebLink

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Section 8.09 Further Investigation by Trustee. The resolutions, opinions, certificates and other instruments provided for in this Indenture may be accepted by the Trustee as conclusive evidence of the facts and conclusions stated therein and shall be in full warrant, protection and authority to the Trustee for its actions hereunder;but the Trustee may, in its unrestricted discretion,and shall,if requested in writing so to do by the Holders of not less than twenty-five per centum (25%) in aggregate principal amount of Bonds outstanding hereunder,cause to be made such independent investigation as it may see fit,and in that event may decline to release any property, or pay over cash, or take other action unless satisfied by such investigation of the truth and accuracy of the matters so investigated. The expense of such investigation shall be paid by the Borrower,or, if paid by the Trustee,shall be repaid to it,with interest a rate equal to 10%per annum by the Borrower or from the Trust Estate. Section 8.10 Trustee to Retain Financial Records. The Trustee shall retain all financial statements furnished by the Borrower in accordance with this Indenture or the Loan Agreement so long as any of the Bonds shall be outstanding,and such statements,together with all other records of the Trustee pertaining to the administration of this Indenture or the issuance and payment of amounts on the Bonds,and the security therefor, shall be made available for inspection or, at their expense, copying at all reasonable times by any Holder,Beneficial Owner, by the Original Purchaser, or their representatives. Section 8.11 Compensation of Trustee. All advances,counsel fees,agent's fees and other expenses reasonably made or incurred by the Trustee in and about the execution of the trust hereby created and reasonable compensation to the Trustee for its services in the premises shall be paid by the Borrower. The compensation of the Trustee shall not be limited to or by any provision of law in regard to the compensation of trustees of an express trust. If not paid by the Borrower,the Trustee shall have a first lien, with right of payment prior to payment on account of interest or principal of any Bond issued hereunder,for reasonable compensation,expenses,advances and counsel fees incurred in and about the execution of the trusts hereby created and exercise and performance of the powers and duties of the Trustee hereunder and the cost and expense incurred in defending against any liability in the premises of any character whatsoever(unless such liability is adjudicated to have resulted from the negligence or willful default of the Trustee). Section 8.12 Trustee Mav Hold Bonds. The Trustee and its officers and directors may acquire and own,or become the pledgee of,Bonds and otherwise deal with the City or the Borrower in the same manner and to the same extent and with like effect as though it were not Trustee hereunder. Section 8.13 Appointment of Trustee. Except for the initial Trustee, and any successor or assign to such Trustee,there shall at all times be a trustee hereunder which shall be an association or a corporation organized and doing business under the laws of the United States or any State thereof,authorized under such laws to exercise corporate trust powers, having a combined capital,surplus and undivided profits of at least Seventy-Five Million Dollars($75,000,000)and subject to supervision or examination by Federal or State authority. If such association or corporation publishes reports of condition at least annually,pursuant to law or to the requirements of any supervising or examining authority above referred to,then for the purposes of this Section the combined capital, surplus and undivided profits of such corporation shall be deemed to be its combined capital as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section,and another association or corporation is eligible,the Trustee shall resign immediately in the manner and with the effect specified in Section 8.16. - 57 -